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Judgments against IMS handed down; Halls prove Clapsaddle owns company

By Lisa Majors-Duff
Immediate Med Services, a Sylva-based medical staffing provider, owes 27 of its former employees more than $29,000 in back wages, according to judgments handed down by Jackson County magistrates.

The former employees sued IMS for three weeks of pay owed them from this past December. Checks due to the workers ranged from $800 to $1,200. And though the employees named Sylva residents Lynden and Donna Hall as owners of IMS, the couple successfully defended themselves by proving they'd sold the business in September 1999.

Sixteen small claims cases against IMS were heard last week by Magistrate Eddie Lamb. Evidence the Halls presented with assistance from their attorney, Albert Sneed of Asheville, caused Lamb to give the plaintiffs an opportunity to release the Halls, which all 16 did last week and another 11 did Tuesday.

In their defense against the suits, Lynden and Donna Hall presented copies of a shareholders meeting held Sept. 27, 1999. Shareholders present included Mr. and Mrs. Hall and Kole Clapsaddle, and the meeting was held at Sylva attorney Tom Jones's office. "The sole purpose of the meeting was to approve the recommendation of the board of directors that the corporation repurchase the outstanding shares of stock owned by E. Lynden Hall and Donna O. Hall," the document says. "Kole Clapsaddle moved that the recommendation of the board be approved. E. Lynden Hall seconded the motion. The motion carried unanimously." They also presented the repurchase agreement, which says that IMS purchased the Hall's stock in the company at a total price of $60,025.46. Also in the document, the Halls agreed not to compete with IMS by operating or being employed by a similar business within 250 miles of Sylva. Both the Halls and Clapsaddle agreed not to disclose the terms of the sale without the consent of the other.

The repurchase agreement was signed by Clapsaddle under the title of IMS president and the Halls under the title of shareholders the first week of October 1999. Lynden and Donna Hall also resigned as directors and officers of IMS, effective Sept. 29, 1999.

In his testimony last week, Hall said that Clapsaddle became an IMS stockholder in February 1999. When they sold the company, IMS was "having financial trouble, but we were paying our bills," Lynden Hall said. The company was also paying $25,000 a month toward an IRS debt that had occurred after an IMS financial director failed to make the required reports.

"We found out he spent all his time on the Internet at porn sites," Hall said. "We called the IRS and told them the entire financial office had been fired." Hall testified that Clapsaddle approached him about buying the company and keeping it afloat.

"(Clapsaddle) knew of the troubles and we have respect for him for knowing and still being willing to buy the company," Hall said. "We were so relieved that someone had come along and said he would continue the business we started." The former IMS employees who named the Halls personally in their suits did so with the understanding that Lynden was the registered agent for the company. But, said Jones, the responsibility of the registered agent is only to notify the shareholders of any legal action.

"The shareholder would have then been responsible, and the president was the only shareholder after the meeting at my office," Jones said. "Mr. Clapsaddle owned 100 percent of the business after that transaction."

Hall said he has taken steps to change the facts that he remains the registered agent for the company and his signature stamp was still being used on checks dated as late as January.

"I talked to Kole, and he said that these administrative-type issues will be handled," Hall said Tuesday. "In my heart I don't have anger; I don't want this to become a witchhunt against anybody."

Attempts by this newspaper to reach Clapsaddle, a former town of Sylva commissioner, were unsuccessful.

IMS officials have 10 days to appeal or pay judgments against the company. If neither happens, the Sheriff's Department will be charged with collecting any assets of the company to be sold at auction with funds going to the plaintiffs, according to a deputy clerk. Judgments not paid will remain against IMS, collecting 8 percent interest daily.

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